CAITONG SECURITIES·2025-08-13 02:00Report Industry Investment Rating No information provided regarding the report industry investment rating. Core Viewpoints of the Report - Historically, convertible bonds with overseas - listed stocks rarely had successful downward revisions. From 2016 to now, among 36 convertible bonds with overseas - listed stocks, only 2 had downward - revision histories, namely Huayou Convertible Bond (Swiss GDR listed) and Electric Convertible Bond (Hong Kong listed) [4][8]. - Currently, there are 9 convertible bonds in the entire convertible bond market with shares circulating outside the A - share market. Among them, 5 companies are listed in Hong Kong, and Great Wall Motor also has shares circulating in the US OTC market. 4 companies have issued Swiss GDRs [4][7]. - Overall, after listing in Hong Kong or the US, due to the opposition of foreign investors, there may be some obstacles to the downward revision of convertible bonds. However, considering the downward - revision situation of Electric Convertible Bond, such convertible bonds still have the possibility of downward revision, but it may require the controlling shareholder to have a relatively large number of domestic and overseas equities and the convertible bonds to have been reduced for voting [4]. - Recently, the number of issuers submitting Hong Kong - listing plans in the convertible bond market has been increasing. Considering the more complex clause handling of convertible bonds after Hong Kong listing historically, some low - remaining - term targets may have opportunities to play with clauses, which is a potential "possible change" worthy of attention in the current market environment where the overall parity of convertible bonds has significantly increased [4]. Summary by Relevant Catalogs 1. Historical Downward - Revision Situations of Convertible Bonds with Overseas - Listed Stocks - There are 9 convertible bonds in the current convertible bond market with shares circulating outside the A - share market, including 5 Hong Kong - listed companies and 4 companies with Swiss GDR issuances [7][8]. - From 2016 to now, among 36 convertible bonds with overseas - listed stocks, only 2 had downward - revision histories. About 16 of these targets triggered downward revisions, among which 3 convertible bonds proposed downward revisions, but Fulai Convertible Bond failed in the downward - revision proposal. Among the remaining 13 convertible bonds, 7 have been delisted, and 6 are still in the market [8][9]. 1.1 Shanghai Electric: Shareholder Meetings Held in Both A - share and H - share Markets, with 25% of H - shareholders Opposing - Electric Convertible Bond was listed on the Shanghai Stock Exchange in February 2016 and delisted in 2021. In November 2018, the company's board of directors proposed a downward revision of the convertible bond. In the special resolution on voting to revise the conversion price of Electric Convertible Bond, nearly 100% of A - shareholders voted in favor, and 75% of H - shareholders voted in favor. Since the total number of favorable votes in both places exceeded two - thirds, the downward - revision proposal passed. Throughout its life cycle, Electric Convertible Bond only had this one downward revision and finally expired and was delisted [11][12]. - From the 2018 holder structure of Electric Convertible Bond, it can be inferred that the actual controller participated in the voting. From the shareholder structure disclosed by the Hong Kong Stock Exchange in the 2018 semi - annual report, neither the controlling shareholder nor foreign investors had the right to veto [15]. - Three points can be summarized from the case of Electric Convertible Bond: foreign investors are likely to vote against downward revisions; the successful downward revision of Electric Convertible Bond may be due to the controlling shareholder having a large proportion of voting rights in both A - shares and H - shares; if a convertible bond proposes a downward revision, it may require more than two - thirds of favorable votes from both A - shares and H - shares [18][19]. 1.2 Huayou Cobalt: No Separate Shareholder Meeting for GDR, Similar to Foreign Investors in A - shares - Since Huayou Cobalt issued GDRs, its holders need to exercise voting rights through custodians. In November 2024, only one A - share temporary shareholder meeting was held for the downward - revision vote. The participating equity was 560 million shares, accounting for 33.4% of the total share capital. The major shareholder did not participate in the voting, and the opposing votes were about 10%. Considering that Huayou Cobalt's GDRs accounted for less than 6% of the total share capital, foreign investors had relatively less say in the downward revision [20]. 2. Summary: Planning for Hong Kong Listing is a "Possible Change" for Convertible Bonds - After listing in Hong Kong or the US, due to the opposition of foreign investors, there may be some obstacles to the downward revision of convertible bonds. However, such convertible bonds still have the possibility of downward revision. Since 2025, the number of issuers submitting Hong Kong - listing plans in the convertible bond market has been increasing. Some low - remaining - term targets may have opportunities to play with clauses, but after the corresponding issuers' H - share listing, the opportunities for clause games may be fewer [22].